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HomeMy WebLinkAboutResolutions - 2016.08.18 - 22518MISCELLANEOUS RESOLUTION , #162 i 6 August 18, 2016 BY: Planning and Building Committee, Philip J. Weipert, Chairperson IN RE: DEPARTMENT OF ECONOMIC DEVELOPMENT & COMMUNITY AFFAIRS — COMMUNITY & HOME IMPROVEMENT DIVISION — PY 2016/2017 MICHIGAN STATE HOUSING DEVELOPMENT AUTHORITY (MSHDA) HOUSING EDUCATION PROGRAM CONTRACT FOR HOUSING COUNSELING SERVICES — ACCEPTANCE To the Oakland County Board of Commissioners Chairperson, Ladies, and Gentlemen: WHEREAS the Michigan State Housing Development Authority (MSHDA) administers a Housing Education Program (HEP) which is a network of counselors who provide homebuyer education and foreclosure prevention services; and WHEREAS MSHDA has awarded $20,000.00 to the Community & Home Improvement Division's Housing Counseling and Homeless Services Unit to perform homebuyer education, pre-purchase, financial capability and foreclosure services for Oakland County households in accordance with adopted National Industry Standards for Homeownership Education and Counseiing; and WHEREAS MSHDA shall reimburse Oakland County Community & Home Improvement Division housing counselor salary and benefit costs not to exceed $20,000.00 to facilitate housing education services for clients seeking to purchase or retain a home; and WHEREAS the terms of the agreement shall cover work performed by the Community & Home Improvement Division during the period of time beginning July 1,2016 through June 30, 2017; and WHEREAS the Division shall use this grant revenue in addition to the federal Community Development Block Grant and Housing Counseling Grant to fund the housing counselors salaries and fringe benefits including one (1) Special Revenue (SR) Full Time Eligible (FTE) Housing Counseling and Homeless Services Supervisor position (1090680-03354), one (1) SR FTE Senior Community and Home Improvement Specialist position (1090680-00730) and one (1) SR FTE Community and Home Improvement Specialist position (1090680-10806); and WHEREAS the acceptance of this contract does not obligate the County to any future commitment; and WHEREAS this agreement has completed the Grant Review Process according to the Board of Commissioners Grant Procedures. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners accepts the PY 201612017 Michigan State Housing Development Authority Housing Education Program contract totaling $20,000.00 to provide homebuyer education, pre-purchase, financial capability and foreclosure services for Oakland County households. BE IT FURTHER RESOLVED this grant revenue will be used in addition to the federal Community Development Block Grant and Housing Counseling Grant to fund the housing counselors salaries and fringe benefits from July 1, 2016 through June 30, 2017. BE IT FURTHER RESOLVED that housing counseling services will be performed in accordance with National Industry Standards for Homeownership Education and Counseling. BE IT FURTHER RESOLVED that the Chairperson of the Board of Commissioners is authorized to execute the grant agreement and to approve any grant extensions or changes, within fifteen percent (15%) of the original award, which are consistent with the original agreement as approved. BE IT FURTHER RESOLVED that the acceptance of this contract does not obligate the County to any future commitment. Chairperson, on behalf of the Planning and Building Committee, I move the adoption of the foregoing resolution. PLANNING AND BUILDING COMMITTEE VOTE: Motion carried unanimously on a roll call vote with Gosselin, McGillivray, and Scott absent. GRANT REVIEW SIGN OFF — Community & Home Improvement Division GRANT NAME: Program Year (PY) 2016/2017 Housing Education Program FUNDING AGENCY: Michigan State Housing Development Authority (MSHDA) DEPARTMENT CONTACT PERSON: Karry Rieth 248 858-5403 STATUS: Grant Acceptance DATE: July 21, 2016 Pursuant to Misc. Resolution #13180, please be advised the captioned grant materials have completed internal grant review. Below are the returned comments. The captioned grant materials and grant acceptance package (which should include the Board of Commissioners' Liaison Committee Resolution, the grant agreement/contract, Finance Committee Fiscal Note, and this Sign Off email containing grant review comments) may be requested to be placed on the appropriate Board of Commissioners' committee(s) for grant acceptance by Board resolution. DEPARTMENT REVIEW Department of Management and Budget: Approved. — Laurie Van Pelt (7/12/2016) Department of Human Resources: RR Approved (No Committee) Continues Positions — Lori Taylor (7/12/2016) Risk Management and Safety; Approved by Risk Management with the following modification: Section 5. Insurance on page three must be modified to insert the term "self-insurance" after each reference to insurance in this section. Oakland County does not currently maintain a professional liability insurance policy and does not satisfy this section without this modification. Risk Management will defer to Corporation Counsel regarding the indemnification language contained in section 16. — Robert Erlenbeck (7/12/2016) Corporation Counsel: Approved by Corporation Counsel with the following modification: Section 16. Indemnity and Non-Limitation. Mich. Const. art. IX, § 18. - should be modified as Oakland County cannot indemnify third-parties. The following language has been substituted in prior agreements: "Each party to this Agreement will remain responsible for any claims arising out of that party's performance of this Agreement as provided by this Agreement or by law. This Agreement is not intended to increase or decrease either party's liability for or immunity from tort claims. This Agreement is not intended to nor will it be interpreted as giving either party a right of indemnification, either by Agreement or at law, for claims arising out of the performance of this Agreement." — David N. Asmar (7/15/2016) CONTRACT NO. 16-32-HEP MICHIGAN STATE HOUSING DEVELOPMENT AUTHORITY AGREEMENT FOR PROFESSIONAL SERVICES WITH OAKLAND COUNTY HOUSING COUNSELING THIS AGREEMENT is made and entered into as of the 1 st day of July, 2016, by and between the MICHIGAN STATE HOUSING DEVELOPMENT AUTHORITY, a public body corporate and politic, located at 735 E. Michigan Avenue, Lansing, Michigan 48912 ("Authority" or "MSHDA") and OAKLAND COUNTY HOUSING COUNSELING, 250 Elizabeth Lake Rd., Pontiac, MI 48341 ("Contractor") for the purpose of responding to the housing education needs of Michigan residents and to offer a variety of services that will assist them towards achieving their housing goals. (The Authority and the Contractor are collectively referred to as the "Parties"). WITNESSETH THAT: The Authority and the Contractor do mutually agree as follows: 1. Services Rendered/Scope of Work. The Contractor shall, in a satisfactory and proper manner as determined by the Authority, render the services described in Exhibit A, which is attached and made a part of this Agreement. Page 1 of 20 Rev 8/2014 All other versions are obsolete 2. Term. TIME IS OF THE ESSENCE to this Agreement in connection with the delivery of the products or services or both ("Products and Services") described in the Scope of Work attached and incorporated into this Agreement as Exhibit A. The performance of Products and Services shall begin on or after the execution of this Agreement by the Authority and will continue until funds have been exhausted or the Agreement ends on June 30, 2017, whichever occurs first. 3. Contract. Price and Payment. a, The total amount to be paid by the Authority to the Contractor under this Agreement shall not exceed Twenty Thousand Dollars ($20,0000) for costs to facilitate Housing Education Services for clients seeking to purchase or retain a home. b. Reimbursement for services will be based on Personnel Activity Reports (PAR), (a sample is attached and incorporated into this Agreement as Exhibit B), for each staff person. In order to receive reimbursement PARS must identify the staff name, hours and rate of pay (Salary and Benefits) as well as each service being reported. Out-of-pocket HEP costs must be evidenced by supporting documentation such as invoices and receipts for allowable expenses, such as workshop supplies, brochures, etc. All submittals must be uploaded in MATT 2.0 in order for contractor to receive payment. Final payment shall be made upon the satisfactory completion and submission of all required work and documents. d. WORK PERFORMED OR PROVIDED PRIOR TO THE TERMS OF THIS AGREEMENT SHALL NOT BE ELIGIBLE FOR PAYMENT. Page 2 of 20 Rev 8/2014 All other versions are obsolete 4. Permits and Licenses. The Contractor shall be responsible for obtaining any and all permits, licenses, and other proper authorization or permission-related documents required for the performance of this Agreement. 5. Insurance. The Contractor shall maintain professional liability or self-insurance sufficient in the amount to provide coverage for any errors or omissions arising out of the performance of this Agreement. If, during the term of this Agreement, changed conditions should, in the judgment of the Authority, render inadequate the Contractor's current insurance or self-insurance limits, the Contractor will furnish to the Authority proof of additional insurance or self-insurance as may be required. All insurance or self-insurance required under this Agreement shall be acquired at the Contractor's expense, under valid and enforceable policies, issued by insurers of recognized responsibility. The Authority reserves the right to reject as unacceptable any insurer. 6, Record Keeping. The Contractor and the Authority shall maintain such personnel records as are deemed necessary by the Authority to assure a proper account for all engagement costs. These records will be made available for audit purposes to the Authority and the Auditor General of the State of Michigan, or any authorized representative, and will be retained for three years after the expiration of the Agreement unless permission to destroy them is granted by both the Authority and the State of Michigan. Reports. The Contractor shall promptly submit to the Authority's Contract Administrator/designated project representative (see Section 11) any monthly reports prescribed in Exhibit A, attached and incorporated into this Agreement. Such reports shall Page 3 of 20 Rev 8/2014 All other versions are obsolete include but not be limited to: progress reports, a report of all receipts, expenditures, project activities and accomplishments, and supporting documentation for claimed reimbursements. The Authority shall prescribe the requisite form and content of reports and shall designate the dates on which the reports are to be submitted by the Contractor and subcontractor. Before the occurrence of the project completion date prescribed in Section 2 of this Agreement, the Contractor shall submit to the Authority both a project completion report and a proper final claim for expenditure reimbursement, which shall be supported by documentation of the expenditures claimed. In addition to the project completion report and other submissions, the Contractor shall submit to the Authority a quarterly Personnel Activity Report (PAR), (a sample is attached and incorporated into this Agreement as Exhibit B), in the form and containing the completion material prescribed by the Authority for that project period for each quarter this Agreement is in effect. 8. Nondiscrimination. In accordance with Acts No. 220 and 453 of the Public Acts of 1976, as amended, the Contractor hereby agrees in connection with the performance of Products and Services under this Agreement not to discriminate against an employee or applicant for employment with respect to hire, tenure, terms, conditions, privileges of employment, or a matter directly or indirectly related to employment because of race, color, religion, national origin, age, sex, height, weight, marital status, familial status, or disability. Breach of this covenant may be regarded as a material breach of this Agreement. Page 4 of 20 Rev 812014 All other versions are obsolete 9. Failure to Perform. In the event the Contractor fails to perform Products and Services required under this Agreement or performs Products and Services in an improper manner, the Parties agree that the damage that the Authority will sustain as a result thereof will be substantial and difficult, if not impossible, to ascertain. Therefore, the Parties agree that in the event the Contractor either fails to completely perform Products and Services or performs Products and Services in an improper manner, the Authority shall be entitled to a credit against the Contractor's current unpaid billings for amounts previously paid to the Contractor after the Contractor's non-performance or improper performance. For the purposes of the foregoing, the Parties agree that the Authority shall have sole discretion in determining the adequacy of the Contractor's performance and the amount of credit to be taken. The damages for the Contractor's inadequate or improper performance, as provided in this Agreement, shall not be exclusive but shall be in addition to any other damages which the Authority may be entitled to for the Contractor's default under this Agreement. 10. Assigned Personnel. The Contractor warrants that the personnel it will assign to perform the Products and Services under this Agreement shall possess the requisite education, competence and experience. The Contractor further acknowledges and agrees that such personnel may be subject to the evaluation and approval of the Authority, who shall retain the right to determine the sufficiency of the education, competence and experience of the personnel assigned to perform the Products and Services identified in Exhibit A attached and incorporated into this Agreement. Page 5 of 20 Rev 8/2014 All other versions are obsolete 11. Project Representatives. The Contractor designates the following individual as project representative for all matters concerning this Agreement: Karry Rieth Oakland County Housing Counseling 250 Elizabeth Lake Rd. Pontiac, Ml 48341 248-858-5403 williamska@oakgov.com The Authority designates the following individual as Contract Administrator/project representative to be the initial point of contact for all matters concerning this Agreement: Libby Carpenter Procurement Office 735 East Michigan Avenue Lansing, Ml 48912 CarpenterL3@michigan.gov The Contractor shall contact only the designated Contract Administrator with any Authority-related questions, work requests, etc., as described in this Agreement, as well as any Authority-related questions, work requests, etc., falling outside the scope of this Agreement. Except for changes to the performance schedule (not including the project's completion date), the designated project representatives shall have no authority to make promises or binding obligations on behalf of the Authority, as such authority rests with the duly authorized persons executing this Agreement. 12. Employees of Contractor or Key Persons. a. Definition of Key Person. "Key Persons" shall be defined in this Agreement as individuals performing the Products and Services pursuant to this Agreement and Page 6 of 20 Rev 8/2014 All other versions are obsolete have signed this Agreement on behalf of the Contractor. Key Persons include the names of all employees, agents and independent contractors of the Contractor who perform or render Products and Services pursuant to this Agreement. b. Performance of Products and Services. The Contractor acknowledges that only Key Persons shall perform the Products and Services under this Agreement. c. If the Contractor (or Subcontractor) wishes to add an agent, employee, or independent contractor as a Key Person during the term of this Agreement, the Contractor shall complete and submit to the Authority an additional or revised Certificate for that employee, agent, or independent contractor. d. 2007 PA 95, MCL 38.68c. The Contractor and its employees, agents, and independent contractors acknowledge 2007 PA 95, MCL 38.68c, as amended, requires retirees of the State Employees Retirement System (i.e., former state employees who have pensions with the State of Michigan) ("Pensioned Retirees') who become employed by the State, either directly or indirectly through a contractual arrangement with another party, on or after October 1, 2007, to forfeit their state pension for the duration of their reemployment. Effective October 2, 2010, "employed by the state" includes engagements of pensioned retirees as independent contractors. Pensioned retirees who provide or render Products and Services under this Agreement as key persons must forfeit their pensions during the term of this Agreement if the pensioned retiree (a) is employed by the State, (b) is employed by the Contractor, (c) is a holder of an ownership interest in the Contractor, (d) is a subcontractor of the Contractor, or (e) is an employee of a subcontractor. Page 7 of 20 Rev 8/2014 All other versions are obsolete The Contractor acknowledges and agrees to secure the Authority's prior written consent before retaining, employing or subcontracting with a pensioned retiree to perform Products and Services under this Agreement. Retaining, employing or subcontracting with a pensioned retiree to perform Products and Services under this Agreement without the Authority's prior written consent shall be (a) a material breach of this Agreement and (b) grounds for the Authority to terminate this Agreement and provide notice to the Office of Retirement Services that the retiree has received pension payments and payments directly or indirectly through this Agreement. If the Contractor employs or retains a pensioned retiree as a key person or subcontracts with a pensioned retiree, the Contractor must submit a copy of the pensioned retiree's directions to the Office of Retirement Services ("ORS"), to withhold the retiree's pension payments during the term of this Agreement. The Contractor and the pensioned retirees it employs acknowledge and agree that neither the State, nor the Authority, nor its employees, directors, agents nor board shall be liable to the Contractor or pensioned retiree for the forfeiture of the retiree's pension payments during or after the term of this Agreement. The Contractor and pensioned retiree acknowledge that the Authority has no responsibility to confirm whether the ORS has or will forfeit the retiree's pension. Page 8 of 20 Rev 8/2014 All other versions are obsolete 13. Conflicts of Interest. The Contractor acknowledges that its employees, members, shareholders, agents, or independent contractors, or subcontractors and their employees, members, shareholders and agents, prior to or during the term of this Agreement are not employees of the State of Michigan or its units. Prior to the execution of this Agreement, the Contractor acknowledges and confirms that it has delivered to the Authority a written list of all interests of the Contractor, or its officers and employees, which may create conflicts between the interests of those entities or parties and the interests of the Authority. Should a constructive or actual conflict of interest arise during the term of this Agreement, the Contractor shall contact the Authority's Director of Legal Affairs immediately and describe in detail the conflict of interest. The following examples are provided to illustrate conflicts under this Agreement: a, Contractor receives a fee for counseling the purchaser of a home and an employee of the Contractor receives a brokerage fee for the sale of the same home: Conflict. b. Contractor receives a fee for counseling a purchaser of a home and the Contractor's agent, retained by the Contractor to provide counseling services, receives a brokerage fee for the sale of the same home: Conflict. c. Contractor receives a fee for counseling the purchase of a home and the Contractor's agent, retained by the Contractor to provide consulting services with no connection to homeownership counseling, receives a brokerage fee for the sale of another home: No Conflict, Page 9 of 20 Rev 812014 All other versions are obsolete Prior to the counseling of a purchaser, the Contractor shall confirm with its employee or agent providing the counseling that the employee will not receive a brokerage fee for the sale of the house. The Contractor shall inform the Authority of any conflicts that may arise involving the Contractor or its Employee. If the Contractor and Authority disagree on whether a particular situation is a conflict, the opinion of the Authority shall control. 14. Prohibited Methods and Procedures. The Contractor and its agents, subcontractors, employees, and representatives, in the course of the performance of Products and Services under this Agreement, shall not specify, recommend, use, or permit the use of any system, method, plan, design, process, procedure, patent, or copyright which, if used, infringes upon a proprietary interest or necessitates the payment of any royalty, fee, or commission. The Contractor shall not use or permit the solicitation for or securing of any agreement or employment in connection with this Agreement upon an agreement or arrangement for payment, either directly or indirectly, of a commission, percentage, brokerage, or contingent fee. If Federal funds are used to pay the Contractor under this Agreement, no part of the money appropriated by any enactment of Congress shall, in the absence of express authorization by Congress, be used directly or indirectly to pay for any personal service, advertisement, telegram, telephone, letter, printed or written matter, or other device, intended or designed to influence in any manner a member of Congress, to favor or oppose, by vote or otherwise, any legislation or appropriation by Congress, whether before or after the introduction of any bill or resolution proposing such legislation or appropriation; but this shall not prevent officers or employees of the United States or of its departments or Page 10 of 20 Rev 8/2014 All other versions are obsolete agencies from communicating to members of Congress on the request of any member or to Congress, through the proper official channels, requests for legislation or appropriations which they deem necessary for the efficient conduct of the public business. 16 U.S.C. § 1913 (2002). 15. Participation in Other Authority Programs. With the exception of providing Products and Services to the Authority as described in Exhibit A of this Agreement, neither the Contractor nor the Contractor's employees, agents, officers, directors, shareholders, members or subcontractors will participate in Authority housing programs or do business with the Authority under any program in which the Authority has a direct or indirect relationship without securing approval from the Authority's Director of Legal Affairs. 16. Indemnity and Non -Limitation. Mich. Const. art. IX, § 18. Each party to this Agreement will remain responsible for any claims arising out of that party's performance of this Agreement as provided by this Agreement or law. This Agreement is not intended to increase or decrease either party's liability for or immunity from tort claims. This Agreement is not intended to nor will it be interpreted as giving either party a right of indemnification, either by Agreement or at law, for claims arising out of the performance of this Agreement. 17. Nonassignability and Delegation. a, The Contractor shall not assign or otherwise transfer any interest in this Agreement or in the project in any manner not provided for in this Agreement. b. The Contractor shall not delegate any duties or obligations under this Agreement Page 11 of 20 Rev 8/2014 All other versions are obsolete to a subcontractor or independent contractor unless the Authority's Contract Administrator and Director of Legal Affairs has given written consent to the delegation. When submitting the request to subcontract, the Contractor shall include the following information about the subcontractor: 1. Name of Subcontracting Firm; ii. Work that will be subcontracted; iii. Names of individuals who will perform the subcontracted work; Iv, Subcontractors project representative and/or Key Person (See Section 12); and V. List any and all Authority programs through which the subcontractor or the subcontractor's employees, officers, directors, members, shareholders or officeholders participate. c. In the event the Contractor retains a subcontractor in accordance with Section 17b above, the Contractor shall insert into each subcontract executed in connection with this Agreement appropriate and enforceable provisions requiring compliance with this Agreement by the subcontractor and the persons acting for it. Throughout the performance of any subcontracts, the Contractor shall monitor and verify the compliance of all subcontractors and persons acting for them and shall immediately take any affirmative or remedial measures prescribed by the Authority or otherwise deemed necessary in the opinion of the Contractor for enforcing compliance under such subcontracts. d. Delegation of duties or obligations under this Agreement to a subcontractor or independent contractor without the prior written consent of the Authority's Contract Administrator or Director of Legal Affairs shall be a material breach of this Agreement. In the event a subcontractor is approved by the Authority's Contract Administrator and Director of Legal Affairs, the Key Persons for the subcontractor shall be subject to the requirements set forth in Section 12 (Employees of Contractor or Key Persons) of this Agreement, including, but not limited to, the restrictions on pension payments if a pensioned retiree is a Page 12 of 20 Rev 8/2014 All other versions are obsolete Key Person of the subcontractor or an independent contractor retained by the Contractor. Subcontracting work to be performed under this Agreement without the prior written consent of the Authority's Contract Administrator and Director of Legal Affairs shall be a material breach of this Agreement. 18. Suspension and Debarment. Pursuant to 1980 PA 278; MCL 423.322 et seq., the Contractor, in performing this Agreement, shall not enter into a contract with a subcontractor, manufacturer, or supplier whose name has been listed in the register maintained by the State of Michigan, Department of Licensing and Regulatory Affairs, of employees who have been found in contempt of court by a federal court of appeals, on not less than three occasions involving different violations during the preceding seven years, for failing to correct an unfair labor practice as prohibited by Section 8 of Chapter 372 of the National Labor Relations Act, 29 U.S.0 § 158. The Authority may void this Agreement if the name of the Contractor or the name of a subcontractor, manufacturer, or supplier used by the Contractor in performing this Agreement subsequently appears in the register during the period of this Agreement. The Contractor certifies, by signing this Agreement, that it possesses business integrity and that neither it nor any of its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in grants or contracts by any federal, state, or local department or agency. Page 13 of 20 Rev 80014 All other versions are obsolete The suspension of the Contractor by the State of Michigan, an agency of the State or a department of the Federal Government, shall be at the option of the Authority, a material breach and grounds for the immediate termination of this Agreement. 19. Independence of Contractors. The Authority shall retain the Contractor as an independent contractor, and the Contractor hereby accepts such independent contractor relationship, upon the terms and conditions set forth in this Agreement. Nothing in this Agreement shall be construed to create the relationship of employer and employee between the Authority and the Contractor or any of its employees or agents. The Contractor, its employees and subcontractors, shall be deemed at all times and for all purposes to be independent contractors. The Contractor acknowledges and agrees that all payments by the Authority to the Contractor shall be made without deduction for federal, state or local income taxes, social security taxes and similar items, and that the Contractor shall be solely responsible to report income under this Agreement to the Internal Revenue Service and other appropriate taxing authorities and to pay such taxes (including, without limitation, being solely responsible to make periodic estimated payments of such taxes in accordance with applicable law). The Contractor further acknowledges and agrees that all payments under this Agreement to the Contractor by the Authority shall be reported to the Internal Revenue Service and other appropriate taxing authorities on Form 1099 (or equivalent or replacement forms). Finally, the Authority acknowledges that the manner and means of producing the Products and Services described in Exhibit A are under the control and at the discretion of the Contractor. Page 14 of 20 Rev 8/2014 All other versions are obsolete 20. Ownership of Documents, Reports and Other Products. All documents, reports and any other products developed and/or delivered to the Authority under this Agreement shall become and be the property of the Authority. 21. Disclosure of Information. Other than as contemplated by this Agreement, the Contractor, its agents, and subcontractors, without the prior consent of the Authority shall not: a. disclose information or documents created or maintained in connection with this Agreement to anyone; b. use information or documents created or maintained in connection with this Agreement to further any private interest. Use or disclosure of documents or information without the prior written consent of an authorized officer of the Authority shall be a material breach of this Agreement. 22. Modifications, The Authority or the Contractor may request modification of the scope of work, products, budget, or project work schedule to be performed by the Contractor. Modifications shall comport with the intent and purpose of this Agreement and shall be consistent with applicable state and federal regulations, limitations, guidelines, policies, and interpretations prescribed by the Authority pursuant to law. All requests for modification shall be submitted in written form by the duly authorized representative, as specified in Section 11, of the party requesting modification prior to modification implementation. Failure to obtain prior approval will result in the disallowance of expenditures. Page 15 of 20 Rev 8/2014 All other versions are obsolete No verbal representation, understanding, agreement, or interpretation of any officer, agent, employee of the Authority or Contractor, either before or after execution of this Agreement, shall modify any of the terms of this Agreement, unless such representation, understanding, agreement, or interpretation is expressly stated in this Agreement or an amendment to this Agreement executed by both parties 23. Termination of Agreement. Termination is the cancellation of this Agreement, in whole or in part, at any time prior to the date of completion. a. Termination for cause. The Authority may terminate this Agreement, in whole or in part, at any time before the date of completion, whenever it is determined that the Contractor has failed to comply with the terms and conditions of this Agreement. The Authority will promptly notify the Contractor in writing of the termination and the reasons for the termination, together with the effective date. Payments made to the Contractor or recoveries by the Authority under this Agreement when it is terminated for cause will be in accordance with the legal rights and liabilities of the parties. b. Termination for convenience. The Authority or the Contractor may terminate this Agreement in whole or in part when the Parties agree that the continuation of the project would not produce beneficial results commensurate with the further expenditure of funds. The Parties will agree upon the termination conditions, including the effective date, and in the case of partial terminations, the portion to be terminated. An amendment of the terms of this Agreement is required for all terminations for convenience. Page 16 of 20 Rev 8/2014 All other versions are obsolete c. Termination by Contractor. At any time prior to the first payment on the Agreement, the Contractor may, with written notification to the Authority, unilaterally cancel this Agreement. Once initiated, no Product or Services financed with Authority assistance shall be terminated by the Contractor prior to satisfactory completion without approval of the Authority. After the first payment, the Product or Services may be terminated, modified, or amended by the Contractor only by mutual agreement of the Parties. Termination requests prior to completion of the Product or Services must fully explain the reasons for the action and detail the proposed disposition of the uncompleted Product or Services. d. Termination of Agreement for Unavailability of Authority or Federal Funds. It is the intent and understanding of the Parties that this Agreement is contingent upon the availability of Authority or Federal funds or the receipt by the Authority of Federal funds. If Authority funds or Federal funds approved or obligated by the Authority in connection with this Agreement are at any time rendered unavailable, the Authority shall then have the right to terminate this Agreement by the giving of a written notice, the basis, and the effective date of the termination to the Contractor. Should this Agreement be terminated by reason of the unavailability of Authority or Federal funds for the purposes of this Agreement, all finished or unfinished documents, data, studies, reports, and other materials prepared by the Contractor under this Agreement prior to the effective date of the termination shall be delivered in a format specified by the Authority. Page 17 of 20 Rev 8/2014 All other versions are obsolete In the event of termination under this section for lack of Authority or Federal funds, the Contractor shall be entitled to receive payment for Products and Services incurred under this Agreement prior to the effective date of termination. e. Commitments. If this Agreement is terminated, the Contractor will not incur new obligations for the terminated portion after the effective termination date. The Contractor will at its own expense cancel any outstanding obligations. Costs incurred after the effective date of the termination will be disallowed. In the event of termination, all finished or unfinished documents, data, studies, reports, and other materials prepared by the Contractor under this Agreement prior to the effective date of termination shall become the property of the Authority. The Contractor will provide all finished and unfinished material as previously described within 30 days of terminating. However, the Contractor will be entitled to retain copies. The Contractor, in the event of termination under this provision, is entitled to receive reimbursement for Products and Services satisfactorily performed under this Agreement prior to the effective date of such termination. Notwithstanding the foregoing, the Contractor shall not be relieved of its liability to the Authority for the damages sustained by the Authority as the result of any breach of this Agreement until the Authority so releases the Contractor and has determined for the purpose of set-off the exact amount of damages due the Authority. 24. Severability of P rovisions. It is declared to be the intent of the parties that if any provision of this Agreement executed by both parties or its application to any persons or circumstances is adjudged by any court of competent jurisdiction to be invalid, the court's Page 18 of 20 Rev 8/2014 All other versions are obsolete judgment shall not affect or invalidate the remainder of this Agreement nor its application to other persons or circumstances, unless so provided by the court or unless the severance of the invalid provision alters the basic intent or purpose of this Agreement, would cause an increase of the Authority's financial obligation, or renders impossible the compliance with any applicable statute, regulation, limitation, guideline, policy. 25, Michigan Law. This Agreement shall be governed by the laws of the State of Michigan and shall be binding upon the Contractor's successors, assigns, and legal representatives. All records pertinent to this Agreement are subject to public disclosure under the Michigan Freedom of Information Act; 1976 PA 442; MCL 15.231 et seq. The Contractor shall insert the provisions of this section into any subcontract entered into to accomplish the terms of this Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 19 of 20 Rev 8/2014 All other versions are obsolete IN WITNESS WHEREOF the Authority and the Contractor have executed this Agreement as of the date first above written. MICHIGAN STATE HOUSING DEVELOPMENT AUTHORITY By: Kevin Elsenheimer Executive Director OR Brian Mills Chief Operating Officer OAKLAND COUNTY HOUSING COUNSELING By: Karry Rieth Executive Director Page 20 of 20 Rev 8/2014 All other versions are obsolete FISCAL NOTE (MISC . #16216) August 18, 2016 BY: Finance Committee, Tom Middleton, Chairperson IN RE: DEPARTMENT OF ECONOMIC DEVELOPMENT & COMMUNITY AFFAIRS - COMMUNITY & HOME IMPROVEMENT DIVISION — PY 2016/2017 MICHIGAN STATE HOUSING DEVELOPMENT AUTHORITY (MSHDA) HOUSING EDUCATION PROGRAM CONTRACT FOR HOUSING COUNSELING SERVICES — ACCEPTANCE To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed the above referenced resolution and finds: 1. Michigan State Housing Development Authority (MSHDA) has awarded $20,000 to the Community & Home Improvement Division's Housing Counseling and Homeless Services Unit. 2. The MSHDA Housing Education Program Grant amount of $20,000 will be used in addition to FY 2016 Community Development Block Grant (CDBG) funds and Oakland County Housing Counseling funds, for a total project amount of $354,994. 3. MSHDA Housing Education Program Grant will be used in addition to the federal Community Development Block Grant and Housing Counseling Grant funds allocated for the housing counselors salaries and fringe benefits including one (1) Special Revenue (SR) Full Time Eligible (FTE) Housing Counseling and Homeless Services Supervisor position (1090680-03354), one (1) SR FTE Senior Community and Home Improvement Specialist position (1090680-00730) and one (1) SR FTE Community and Home Improvement Specialist position (1090680-10806) from July 1, 2016 through June 30, 2017. 4. No County Match is required. 5. FY 2016 Budget Amendment is recommended as follows: MSHDA — Housing Education Grant (#29722) GR0000000766 Activity GLB, Analysis Type GLB, Bud Ref 2016 FY 2016 Revenue 1090680-132210-615571 Expenses 1090680-132210-702010 1090680-132210-722740 State Operating Grants Total Revenue Salaries Fringes Total Expenditures $20,000 $20,000 $12,000 $ 8,000 $20,000 ($12,000) ($ 8,000) $ 20,000 $ 0 Community Development Block Grants (#29701) GR0000000761 Activity GLB, Analysis Type GLB, Bud Ref 2016 Expenses 29701-1090680-132210-702010 Salaries 29701-1090680-132210-722740 Fringe Benefits 29701-1090601-172160-731521 Public Services Total Expenditures FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Resolution #16216 August 18, 2016 Moved by Fleming supported by Quarles the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Fleming, Gingell, Hoffman, Jackson, Kochenderfer, KowaII, Long, McGillivray, Middleton, Quarles, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman, Crawford. (19) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent Agenda were adopted (with accompanying reports being accepted). I HEREBY APPROVE IS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUIANT TO MCL 45.559A (7) STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on August 18, 2016, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at Pontiac, Michigan this 18 th day of August, 2016. Lisa Brown, Oakland County